EX-10.1






Exhibit 10.1




EMPLOYMENT AGREEMENT




     THIS AGREEMENT, originally entered into as of the 1st day of June, 2002, by and between
EXCHANGE UNDERWRITERS, INC. (“Exchange”) and RICHARD B. BOYER (“Executive”) is hereby amended and
restated in its entirety effective as of June 1, 2008. For purposes of this Agreement, references
to the “Company” shall mean FEDFIRST FINANCIAL CORPORATION and references to the “Bank” shall mean
FIRST FEDERAL SAVINGS BANK.



W I T N E S S E T H




     WHEREAS,
in connection with that certain Stock Purchase Agreement, dated as of May 29, 2002,
by and between Executive and the Company, Executive entered into an employment agreement with
Exchange and an employment agreement with the Bank; and



     WHEREAS, the original term of the employment agreement with Exchange will expire on June
1, 2008; and



     WHEREAS, the Board of Directors of Exchange (the “Board”) wishes to extend the term of
Executive’s employment agreement with Exchange; and



     WHEREAS, the parties wish to set forth their agreement concerning Executive’s continued
employment with Exchange by amending and restating Executive’s employment agreement in its
entirety.



     NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and
upon the other terms and conditions provided for in this Agreement, the parties hereby agree as
follows:



     1. Employment. Executive will continue to be employed as President and Chief
Operating Officer of Exchange through the term of this Agreement. Executive will perform all
duties and shall have all powers commonly incident to his position as Chief Operating Officer
or which, consistent with his position, the Board of Directors delegates to Executive.



     2. Location and Facilities. Executive will continue to be furnished with the
working facilities and staff customary for the positions held by Executive through the term of
this Agreement.



     3. Term.



         a. The term of this Agreement shall include (i) the initial term, consisting of
the period commencing on June 1, 2008 (the “Effective Date”) and ending on September 19,
2010, plus (ii) any and all extensions of the initial term made pursuant to this Section
3.




         b. Not later than September 19, 2009, and prior to each September 19th
thereafter, the disinterested members of the Board may extend the term of this Agreement for
an additional twelve months so that the remaining term of the Agreement becomes twenty-four
months, unless Executive elects not to extend the term of this Agreement by giving written





 









 







notice of his intentions in accordance with Section 17 of this Agreement. Not later than
September 19, 2009, and prior to each September 19th thereafter, the Board will review Executive’s
performance for purposes of determining whether to extend the term of this Agreement and will
include the rationale and results of its review in the minutes of its meeting. Executive shall
receive notice as soon as possible after such review as to whether the Agreement will be extended
for an additional year.




     4. Base Compensation. Throughout the term of this Agreement, Executive shall be
entitled to receive an annual base salary of $160,000 (“Base
Salary”) from Exchange. The Base
Salary shall be paid as and when accrued, in accordance with Exchange’s normal payroll
schedule.



     5. Bonus/Commissions. During the term of this Agreement, Executive shall receive
25% of all first-year commissions generated by any salesperson of Exchange (including
Executive) from sales of new insurance policies. Commissions will be paid on a monthly basis.
Effective as of the Effective Date, Executive will no longer receive any commissions from the
sales or renewals of insurance policies to Coveralls of North America. In addition,
Executive shall receive an annual bonus equal to 20% of the year-over-year growth in Exchange’s annual
audited net income (excluding any net income effect from the completion of any agency
acquisition). Bonuses will be paid within two and a half months after the end of the fiscal
year for which the bonus is earned. The Executive must be employed through the end of Exchange’s
fiscal year to be entitled to receive an annual bonus.



     6. Benefit Plans. Executive shall be eligible to participate in the employee welfare
benefit plans Exchange maintains for the benefit of its employees on the same terms as other
employees. As of the effective date of this Agreement, those benefits include group-term life
insurance, health and dental insurance and short- and long- term group disability insurance.
Executive shall also be eligible to participate in the Bank’s employee stock ownership plan
and retirement savings plan.



     7. Vacation and Leave. Executive may take up to five (5) weeks paid vacation and
three (3) paid personal days annually. Any other leave may be taken in accordance with
Exchange’s general personnel policies. Executive shall not be charged leave of any kind for
attendance at professional meetings, seminars or continuing education programs.



     8. Expense
Payments/Reimbursements/Fringe Benefits.



          a. Exchange will reimburse Executive for all reasonable and documented
out-of-pocket business expenses (including, but not limited to, business cell phone use,
parking, business entertainment, seminars and membership fees for organizations approved by the Board
and dues for such organizations) incurred in connection with his services under this
Agreement. Prior to reimbursement by Exchange, Executive must submit expenses to the Chief Operating
Officer of the Bank for approval and substantiate the payment of all expenses in accordance
with applicable policies of Exchange and the Bank.




          b. During the term of this Agreement, Executive may continue his use of a
2004 Acura TL owned by Exchange. All costs associated with insuring and maintaining the
vehicle will be paid for by Exchange.




- 2 -









 





     9. Loyalty
and Confidentiality.


          a. Confidentiality. Executive acknowledges that Exchange now has and will develop in
the future, and that Executive has learned and will learn in the future, valuable Proprietary
Information (as defined below) relating to the business of soliciting, selling, renewing,
negotiating and placing insurance policies and related products and services (the “Business”).
Executive covenants and agrees to keep the Proprietary Information in confidence and to use his
best efforts, for as long as this agreement remains in effect and for a period (the “Restriction
Period”) commencing on the Effective Date and ending two (2) years after the date on which
Executive ceases to be employed by Exchange or any affiliate of Exchange (the “Termination Date”),
to prevent its dissemination other than in the normal and proper course of his duties or as
authorized in writing by the Board. Executive further covenants and agrees to use the Proprietary
Information exclusively for the benefit of Exchange during the Restriction Period.




          b. Proprietary Information. “Proprietary Information” shall include, but not be
limited to, the following types of information regarding Exchange: corporate information,
including contractual arrangements, plans and strategies; marketing information, including sales
or product plans, strategies, tactics, methods, prospects, market research data, customer and
potential customer lists; financial information, including cost and performance data; and
operational information, including manufacturing processes and methods, trade secrets, and
technical data; and personal information, including personnel lists. Proprietary Information
includes, and is limited to, that information which is not generally known and is protected as
confidential by Exchange using reasonable efforts, and does not include general skills, knowledge,
personal contacts and experience acquired by Executive prior to and during his employment with
Exchange. Any Proprietary Information developed by Executive during the term of this Agreement
shall be the property of Exchange.




          c. Non-Solicitation. Executive agrees that during the Restriction Period, he
shall not, directly or indirectly, for his own account or as agent, servant or employee of any
business entity, hire, offer to hire or in any other manner persuade or attempt to persuade
any officer or employee of Exchange or any affiliate of Exchange to discontinue or otherwise
materially and adversely alter the terms of his or her relationship with Exchange.




          d. Corporate Documents. Executive agrees that all documents of any nature
pertaining to activities of Exchange or to any of the foregoing matters in his possession at
any time, including, without limitation, memoranda, notebooks, notes, data sheets, and records,
are and shall be the property of Exchange and that they and all copies of them shall be
surrendered to Exchange whenever requested by Exchange from time to time and with or without request upon
termination of Executive’s employment.




          e. Non-Competition. Executive agrees and covenants that he will not,
directly or indirectly, whether as an officer, director, consultant, employee, representative,
agent, owner (other than as an owner of less than a 5% interest of a publicly-traded company) or
otherwise, (i) during the Non-Compete Period (as defined below), engage in providing services
to any Competing Business within a thirty (30) mile radius of any office maintained by
Exchange or an affiliate of Exchange (including all offices and branches of the Bank) on the
date hereof or on the Termination Date, or (ii) during the Restriction Period, solicit
business





- 3 -









 







from, or market services or products to, any person or entity which was, during a period of one
(1) year prior to the Termination Date, a customer of Exchange, with respect to the Business or
with respect to any other products or services offered by Exchange (or which the Exchange made
plans or took preparatory steps to offer) during the aforesaid one-year period. “Competing
Business” means the solicitation, sale, renewal, negotiation or placement of insurance
policies and related products and services. “Non Compete Period” means the period commencing on
the Effective Date and continuing to the Termination Date, provided that, in the case of a
termination of this Agreement without Cause by Exchange the Non Compete Period shall end on the
date on which Exchange ceases to pay Executive’s Base Salary and commissions pursuant to
Section 10(f), and in the case of any other termination of the Executive’s employment, the
Non Compete Period shall end on the two year anniversary of Executive’s Termination Date.




     10. Termination and Termination Pay. Executive or Exchange may terminate
Executive’s employment under the following circumstances:



          a.
Death. Executive’s employment under this Agreement shall terminate upon his death during
the term of this Agreement, in which event Executive’s estate shall receive any unpaid Base Salary
and commission due to Executive through the last day of the calendar month in which his death
occurred, paid in accordance with regular payroll practices.




          b. Retirement. This Agreement shall terminate upon Executive’s retirement
under the retirement benefit plan or plans in which he participates pursuant to Section 6 of
this Agreement or otherwise, in which case Executive shall receive any unpaid Base Salary and
commission due to him through the Termination Date, paid in accordance with regular payroll
practices.




          c. Disability.





          i. The Board or Executive may terminate Executive’s employment after having
determined Executive has suffered a Disability. For purposes of this Agreement,
“Disability” or “Disabled” means a physical or mental infirmity that impairs Executive’s
ability to substantially perform his duties under this Agreement and results in Executive
becoming eligible for long-term disability benefits under any long-term disability plans
of Exchange (or, if no such benefits exist, that impairs Executive’s ability to
substantially perform his duties under this Agreement for a period of at least one hundred
eighty (180) consecutive days). The Board, in good faith, shall determine whether or not
Executive becomes and continues to be permanently Disabled for purposes of this Agreement,
based upon competent medical advice and other factors that the Board reasonably believes
to be relevant. As a condition to any benefits, the Board may require Executive to submit
to physical or mental evaluations and tests as the Board or its medical experts deem
reasonably appropriate (copies of which shall promptly be provided to Executive and/or his
designated representative).




          ii. In the event of his Disability, Executive shall no longer be obligated to perform
services under this Agreement. Exchange will make Disability payments, each in an amount
equal to sixty percent (60%) of Executive’s monthly rate of Base Salary in effect as of the
date of his termination of employment due to Disability and average monthly commissions
(based on the twelve-month period ending on the date of Disability). Exchange will make
Disability payments on a monthly basis commencing



- 4 -









 






on the first day of the month following the effective date of Executive’s termination of
employment due to Disability and ending on the earlier of:
(A) the date he returns to full-time
employment with Exchange in the same capacity as he was employed prior to his termination for
Disability; (B) his death; (C) his attainment of age 65; or (D) the date the then-current term of
the Agreement would have expired had Executive’s employment not terminated by reason of
Disability. Executive will reduce Disability pay otherwise due to Executive under this provision
by the amount of any short- or long-term disability benefits payable to Executive under any other
disability programs sponsored by Exchange or by the Bank; provided, that any such benefits
received after Executive’s right to receive Disability payments under this Agreement shall have
terminated shall be the property of Executive, and, if received by Exchange, shall be promptly
paid over to Executive. In addition, during any period of Executive’s Disability, Exchange shall
continue to provide Executive and his dependents, to the greatest extent possible, all benefits
(including, without limitation, benefits under retirement plans and medical, dental and life
insurance plans) provided to Executive and his dependents prior to his Disability, on the same
terms as if Executive remained actively employed by Exchange.




     d. Termination for Cause.




          i. The Board, by written notice to Executive in the form and manner specified in Section
10(d)(ii), may immediately terminate Executive’s employment at any time for “Cause”. Executive
shall have no rights to receive compensation or other benefits for any period after termination
for Cause, except for already vested benefits. Termination for “Cause” shall mean termination
because of, in the good faith determination of the Board, Executive’s:




(1) Personal dishonesty;




(2) Incompetence;




(3) Willful misconduct;




(4) Breach of fiduciary duty involving personal profit;




(5) Intentional failure to perform duties under this Agreement;




(6) Willful violation of any law, rule or regulation (other than
traffic violations or similar offenses) that reflects adversely on the
reputation of the Bank, any felony conviction, any violation of law
involving moral turpitude, or any violation of a final
cease-and-desist order; or




(7) Material breach by Executive of any provision of this
Agreement.




          ii. Notwithstanding the foregoing, Executive’s termination for Cause will not become effective
unless Exchange has delivered to Executive a copy of a resolution duly adopted by the affirmative
vote of a majority of the disinterested membership of the Board, at a meeting of the Board called
and held for the purpose of



- 5 -









 






finding that, in the good faith opinion of the Board (after sixty (60) days’ notice to
Executive and an opportunity for Executive to be heard before the Board with counsel),
Executive was guilty of the conduct described above and specifying the particulars of his
conduct.



          e. Voluntary Termination by Executive. In addition to his other rights to
terminate employment under this Agreement, Executive may voluntarily terminate employment
during the term of this Agreement upon at least sixty (60) days’ prior written notice to the
Board. Upon Executive’s voluntary termination, Executive will receive only his Base Salary,
commissions earned, vested rights and employee benefits due to him through the Termination
Date, paid in accordance with regular payroll practices.




          f. Without Cause.





          i.
In addition to termination pursuant to Sections 10(a) through
10(e), the Board may, upon providing written notice to Executive, immediately terminate his employment
at any time for a reason other than Cause (a termination “Without Cause”).




          ii. In the event of his termination of employment under this Section 10(f),
Executive shall continue to receive: benefits under Section 6 hereof; his Base
Salary at the rate in effect at his Termination Date; and average monthly commissions
(based on the twelve-month period ending on the Termination Date) for the then-remaining
term of the Agreement, paid in accordance with regular payroll practices.



          g.
Change in Control. In the event that the employment of the Executive is
involuntarily terminated within one (1) year of a Change in Control (as defined in Section
10(i) below) Executive shall be entitled to the following benefit:





          i. a lump sum payment equal to three (3) times Executive’s Base Salary and average
yearly commission as of the date of the Change in Control; and




          ii. continuation at Exchange’s expense of health and dental coverage for Executive and
his dependents for a period not to exceed the earlier of (i) thirty-six (36) months from
Executive’s termination date; (ii) Executive’s employment with another employer; or (iii)
Executive’s death.



          h. Definition of Change in Control. For purposes of this Agreement, a
“Change in Control” means any of the following events:





          i. Merger. The Company merges into or consolidates with another corporation,
or merges another corporation into the Company, and as a result, less than a majority of
the combined voting power of the resulting corporation immediately after the merger or
consolidation is held by persons who were stockholders of the Company immediately before
the merger or consolidation.




          ii.
Acquisition of Significant Share Ownership. There is filed, or required to
be filed, a report on Schedule 13D or another form or schedule (other than Schedule 13G)
required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if the
schedule discloses that the filing person or persons acting in concert has or



- 6 -









 






have become the beneficial owner(s) of 25% or more of a class of the Company’s voting
securities, but this clause (ii) shall not apply to beneficial ownership of Company voting
shares held in a fiduciary capacity by an entity of which the Company directly or
indirectly beneficially owns 50% or more of its outstanding voting securities.




          iii. Change in Board Composition. During any period of two consecutive years,
individuals who constitute the Company’s Board of Directors at the beginning of the two-year
period cease for any reason to constitute at least a majority of the Company’s Board of
Directors; provided, however, that for purposes of this clause (iii), each director who is
first elected by the board (or first nominated by the board for election by the
stockholders) by a vote of at least two-thirds (2/3) of the directors who were directors at
the beginning of the two-year period shall be deemed to have also been a director at the
beginning of such period; or




          iv. Sale of Assets. The Company sells to a third party all or substantially
all of its assets.



     Notwithstanding anything in this Agreement to the contrary, in no event shall the
reorganization of the Bank from the mutual holding company form of organization to the full stock
holding company form of organization (including the elimination of the mutual holding company)
constitute a “Change in Control” for purposes of this Agreement.



          i. Limitation of Benefits Under Certain Circumstances. If the payments and benefits
pursuant to Section 10 of this Agreement, either alone or together with other payments and
benefits which Executive has the right to receive from Exchange or an affiliate of Exchange, would
constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986,
as amended (the “Code”), the payments and benefits
pursuant to Section 10 shall be reduced
or revised, in the manner determined by Executive, by the amount, if any, which is the minimum
necessary to result in no portion of the payments and benefits under Section 10 being
non-deductible to Exchange or an affiliate of Exchange pursuant to Section 280G of the Code and
subject to the excise tax imposed under Section 4999 of the Code. The determination of any
reduction in the payments and benefits to be made pursuant to Section 10 shall be based
upon the opinion of the Company and the Bank’s independent public accountants and paid for by the
Company and the Bank. In the event that the Company, the Bank and/or Executive do not agree with
the opinion of such counsel, (i) Exchange shall pay to Executive the maximum amount of payments
and benefits pursuant to Section 10, as selected by Executive, which such opinion
indicates there is a high probability do not result in any of such payments and benefits being
non-deductible to Exchange or an affiliate of Exchange and subject to the imposition of the excise
tax imposed under Section 4999 of the Code and (ii) the Company and the Bank may request, and
Executive shall have the right to demand that they request, a ruling from the Internal Revenue
Service (the “IRS”) as to whether the disputed payments and benefits pursuant to Section
10 have such consequences. Any such request for a ruling from the IRS shall be promptly
prepared, filed and paid for by the Company and the Bank, but in no event later than thirty (30)
days from the date of the opinion of counsel referred to above, and shall be subject to
Executive’s approval prior to filing, which shall not be unreasonably withheld. The Company, the
Bank, Exchange and Executive agree to be bound by any ruling received from the IRS and to make
appropriate payments to each other to reflect any such rulings, together with interest at the
applicable federal rate provided for in Section 7872(f)(2) of the Code. Nothing contained herein





- 7 -









 




shall, result in a reduction of any payments or benefits to which Executive may be entitled upon
termination of employment other than pursuant to Section 10 hereof, or a reduction in the
payments and benefits specified in Section 10 below zero.




     11. Indemnification and Liability Insurance.



          a. Indemnification. Exchange agrees to indemnify Executive (and his heirs,
executors, and administrators) under this Agreement, and to advance expenses related to this
indemnification, to the fullest extent permitted under applicable law and regulations against
any and all expenses and liabilities that Executive reasonably incurs in connection with or
arising out of any action, suit, or proceeding in which he becomes involved by reason of his service
hereunder (whether or not Executive continues to serve as such at the time of incurring the
expenses or liabilities). Covered expenses and liabilities include, without limitation,
judgments, court costs, attorneys’ fees and the costs of reasonable settlements (subject to Board
approval), provided legal action is brought against Executive in his capacity as an Executive or board
member of Exchange or any of its affiliates. Indemnification for expenses shall not extend
to matters related to Executive’s termination for “Cause.” Notwithstanding anything in this
Section 11 (a) to the contrary, Exchange shall not be required to provide any indemnification
otherwise prohibited by applicable law or regulation. The obligations of this Section 11 (a) shall
survive the term of this Agreement (including extensions thereof) by a period of six (6) years.




          b. Insurance. During the period in which Exchange must indemnify
Executive, Exchange, at its expense, will arrange for Executive’s (and his heirs, executors,
and administrators) coverage under a directors’ and officers’ liability policy at least equivalent
to the insurance coverage provided to directors and other senior executives of Exchange.




     12. Reimbursement
of Executive’s Expenses to Enforce this Agreement. Exchange will reimburse Executive for all out-of-pocket expenses, including, without limitation,
reasonable attorneys’ fees that Executive incurs in connection with his successful enforcement of
Exchange’s or the Company’s obligations under this Agreement. Successful enforcement shall mean the
grant of an award of money or the requirement that Exchange or the Company take some action
specified by this Agreement: as a result of court order; or otherwise following an initial failure
by Exchange or the Company to pay such money or take such action promptly following receipt of a
written demand from Executive stating the reason that Exchange or the Company must make payment or
take action under this Agreement.



     13. Injunctive Relief. Upon a breach or threatened breach of the prohibitions upon
disclosure contained in Section 9 of this Agreement, the parties agree that there is
no adequate remedy at law for such breach, and Exchange shall be entitled to injunctive relief restraining
Executive from such breach or threatened breach, but such relief shall not be the exclusive
remedy for a breach of this Agreement. The parties to this Agreement further agree that
Executive, without limitation, may seek injunctive relief to enforce Exchange’s obligations
under this Agreement.



     14. Source of Payments. All payments provided for in this Agreement shall be
timely paid in cash or check from the general funds of Exchange. The Company, however,
unconditionally guarantees payment and provision of all amounts and benefits due under this
Agreement. In the event Exchange does not pay such amounts or provide such benefits, they
shall be paid or provided by the Company.



- 8 -









 




     15. Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon any corporate or other successor of Exchange and the Company which shall
acquire, directly or indirectly, by merger, consolidation, purchase or otherwise,
all or substantially all of the assets of Exchange and the Company. Since Exchange has contracted for
the unique and personal skills of Executive, Executive shall not assign or delegate his rights
or duties hereunder without first obtaining the written consent of Exchange.



     16. No Mitigation. Executive shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise and no
payment under this Agreement shall be offset or reduced by any compensation or benefits
provided to Executive in any subsequent employment.



     17. Notices. All notices, requests, demands and other communications made in
connection with this Agreement shall be made in writing and shall be deemed to have been given
when delivered by hand or 48 hours after mailing at any general or branch United States Post
Office, by registered or certified mail, postage prepaid, addressed to Exchange at its principal
business office and to Executive at his home address as maintained in the records of Exchange.



     18. No Plan Created by this Agreement. Executive, Exchange and the Company
expressly declare and agree that this Agreement was negotiated between them and that no
provision or provisions of this Agreement are intended to, or shall be deemed to, create any
plan for purposes of the Employee Retirement Income Security Act or any other law or regulation,
and each party expressly waives any right to assert the contrary. Any party who makes such an
assertion in any judicial or administrative filing, hearing, or process shall have materially
breached this Agreement upon making the assertion.



     19. Amendments. No amendments or additions to this Agreement will bind the
parties unless made in writing and signed by all of the parties, except as herein otherwise
specifically provided.



     20. Applicable Law. Except to the extent preempted by federal law, Pennsylvania
law shall govern this Agreement in all respects, whether as to its validity, construction,
capacity, performance or otherwise.



     21. Severability. The provisions of this Agreement shall be deemed severable and
the invalidity or unenforceability of any provision shall not affect the validity or
enforceability of the other provisions of this Agreement.



     22. Headings. Headings contained in this Agreement are for convenience of
reference only.



     23. Prior Agreements. This Agreement, together with any understanding or
modifications thereof as agreed to in writing by the parties, shall constitute the entire
agreement among the parties hereto with respect to the subject matter hereof, other than written
agreements with respect to specific plans, programs or arrangements
described in Sections 5 and 6, and
that certain employment agreement by and between Executive and the Bank dated May 29, 2002, and
supersedes and replaces in its entirety the agreement between the Executive and Exchange dated
June 1, 2002.



- 9 -









 




     24. Service
on the Boards of Directors. The Executive serves as a member of the board of directors of Exchange, the Company and the Bank. The board of directors of each of the
Company, Exchange and the Bank shall undertake every lawful effort to ensure that the Executive
continues throughout the term of his employment to be elected or reelected as a director of
Exchange, the Company and the Bank. Notwithstanding anything in this Agreement to the contrary, the
Executive shall be deemed to have resigned as a director of each of the Company, Exchange and the
Bank effective immediately after termination of the Executive’s employment under Article 10
of this Agreement, regardless of whether the Executive submits a formal, written resignation as
director.


     25. Required Provisions. In the event any of the foregoing provisions of this
Agreement are in conflict with the terms of this Section 25, this Section 25
shall prevail.


          a. The Board may terminate Executive’s employment at any time, but any
termination by the Board, other than termination for Cause, shall not prejudice Executive’s
right to compensation or other benefits under this Agreement. Executive shall not have the right to
receive compensation or other benefits (except for already vested benefits) for any period
after termination for Cause as defined in Section 10 of this Agreement.



          b. If Executive is suspended from office and/or temporarily prohibited from
participating in the conduct of the Bank’s affairs by a notice served under Section 8(e)(3) or
8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. Sec.
1818(e)(3) or (g)(1), the Bank’s
obligations under this Agreement shall be suspended as of the date of service, unless service
is stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may
in its discretion: (i) pay Executive all or part of the compensation withheld while contract
obligations were suspended; and (ii) reinstate (in whole or in part) any of the obligations
which were suspended.



          c. If Executive is removed and/or permanently prohibited from participating
in the conduct of the Bank’s affairs by an order issued under
Section 8(e)(4) or 8(g)(1) of
the Federal Deposit Insurance Act, 12 U.S.C. Sec. 1818(e)(4) or (g)(l), all obligations of the
Bank under this Agreement shall terminate as of the effective date of the order, but vested rights
of the contracting parties shall not be affected.



          d.
If the Bank is in default as defined in Section 3(x)(1) of the Federal
Deposit Insurance Act, 12 U.S.C. Sec. 1813(x)(1), all obligations of the Bank under this
Agreement shall terminate as of the date of default, but this paragraph shall not affect any
vested rights of the contracting parties.



          e. All obligations of the Bank under this Agreement shall be terminated,
except to the extent determined that continuation of the Agreement is necessary for the
continued operation of the institution: (i) by the Director of the OTS (or his designee) or the FDIC, at
the time the FDIC enters into an agreement to provide assistance to or on behalf of the Bank under
the authority contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C.
Sec. 1823(c); or (ii) by the Director of the OTS (or his designee) at the time the Director
(or his designee) approves a supervisory merger to resolve problems related to the operations of the
Bank or when the Bank is determined by the Director to be in an unsafe or unsound condition.
Any rights of the parties that have already vested, however, shall not be affected by such
action.



- 10 -








 




          f. Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and
conditioned upon compliance with 12 U.S.C. Section 1828(k) and 12 C.F.R. Sec. 545.121 and any rules
and regulations promulgated thereunder.




*                *                *





- 11 -









 




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first
set forth above.



	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	EXCHANGE UNDERWRITERS, INC.	 	 
	 	 	 	 	 	 	 	 	 
	/s/ John G. Robinson
 


	 	 
	 	By:
	 	/s/ Patrick G. O’Brien
 

	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	EXECUTIVE	 	 
	 	 	 	 	 	 	 	 	 
	/s/ Maria Walther	 	 	 	/s/ Richard B. Boyer	 	 
	 	 	 	 	   	 	 
	Witness	 	 	 	Richard B. Boyer	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	FEDFIRST FINANCIAL CORPORATION

(as guarantor)	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ John G. Robinson	 	 
	 

	 	 	 	 	 	 	 	 






- 12 -